2. The Rule 10b5-1Trading Arrangement only permits transactions after the indicated duration start date and, in any case, upon expiration of the applicable mandatory cooling-off period under the Rule, and through (i) the earlier of the indicated duration end date or completion of all sales contemplated in the Rule 10b5-1 Trading Arrangement, (ii) the receipt of notice of the director’s death, (iii) the receipt of notice of the commencement or impending commencement of any proceedings in respect of or triggered by the director’s bankruptcy or insolvency, (iv) the public announcement of certain merger, reorganization, or similar transactions involving the Company or the dissolution or liquidation of the Company; (v) the director’s failure to comply with applicable laws and/or the director’s obligations under the Rule 10b5-1 Trading Arrangement or the Rule 10b5-1 Trading Arrangement no longer complying with applicable laws; (vi) a modification or change in the amount, price or timing of the sale of shares subject to the Rule 10b5-1 Trading Arrangement; or (vii) the otherwise termination or suspension of the Rule 10b5-1 Trading Arrangement pursuant to its terms.

3. Complied with the then-applicable requirements of Rule 10b5-1(c) when adopted in September 2023.

Name

James Carpenter

Title

Director

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

Adopted on September 21, 2023

Arrangement Duration

357 days

Aggregate Available

125,000